Cleansing Statement - Convertible Note

18 January 2012
Company Announcements Platform
ASX Limited
Level 8, Exchange Plaza
2 The Esplanade
PERTH WA 6000

Via ASX Online

ISSUE OF UNSECURED CONVERTIBLE NOTE

Today Questus Limited (ASX Code: QSS) issued an Unsecured Convertible Note ("Note") to the value of $500,000 pursuant to Section 708 of the Corporations Act 2001 (Cth) (Corporations Act). The funds will be used as additional working capital for the Company.
The general terms of the Note are:
• Conversion price of 10 cents per share and a term of 24 months;
• Shall be convertible into up to 5 million Shares;
• Interest @ 10% is accrued daily and payable on the last day of each month; and
• Conversion of the Note will be at the Noteholder's sole discretion.

Notice under section 708A(5)(e) of the Corporations Act

In accordance with Section 708A(5)(e) of the Corporations Act, the Company hereby advises that, in relation to the issue of these ordinary shares:
(a) the Company issued the Convertible Note without disclosure to investors under Part
6D.2 of the Corporations Act;
(b) this notice is given under Section 708A(5)(e) of the Corporations Act;
(c) as at the date of this notice, the Company has complied with the provisions of
Chapter 2M of the Act as they apply to the Company;
(d) as at the date of this notice, the Company has complied with section 674 of the Act; (e) as at the date of this notice, there is no information:
(i) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
(ii) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
(A) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or
(B) the rights and liabilities attaching to the shares.
Yours faithfully

Ms Elizabeth Lee Company Secretary